SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-KSB

[ X ] Annual Report under Section 13 or 15(d) of the Securities  Exchange Act of
1934

                   For the fiscal year ended December 31, 2004

                                       OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

             For the transition period from ________ to ___________

                        Commission file number: 333-14477

                                SPORTSNUTS, INC.
        (Exact name of small business issuer as specified in its charter)

<TABLE>
<S>                                                                             <C>

                     Delaware                                                                87-0561426
----------------------------------------------------                            --------------------------------------
           (State or other jurisdiction                                                     (IRS Employer
         of incorporation or organization)                                               Identification No.)

        11585 South State Street, Suite 102
                   Draper, Utah                                                                 84020
----------------------------------------------------                            --------------------------------------
     (Address of principal executive offices)                                                (Zip Code)
</TABLE>


                                 (801) 816-2500
                           (Issuer's telephone number)

       -------------------------------------------------------------------
 (Former name or former address and former fiscal year, if changed since last
report.)


Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None



<PAGE>


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

     The  Company's  revenues for the fiscal year ending  December 31, 2004 were
$828,055.

     The  aggregate   market  value  of  the  Company's  voting  stock  held  by
non-affiliates  computed by reference to the closing price as quoted on the NASD
Electronic Bulletin Board on March 1, 2005, was approximately  $354,878.81.  For
purposes of this  calculation,  voting  stock held by officers,  directors,  and
affiliates has been excluded.


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of the latest  practicable  date.  As of March 1, 2005,  the
Company had outstanding 111,674,854 shares of common stock, par value $0.002 per
share.


                       DOCUMENTS INCORPORATED BY REFERENCE

         None.


     Transitional Small Business Disclosure Format (check one)  [  ] Yes [x] No





<PAGE>




                                TABLE OF CONTENTS

PART I.........................................................................1

   ITEM 1:  DESCRIPTION OF BUSINESS............................................1

   ITEM 2:  DESCRIPTION OF PROPERTY...........................................11

   ITEM 3:  LEGAL PROCEEDINGS.................................................12

   ITEM 4:  SUBMISSION ON MATTERS TO A VOTE OF SECURITY HOLDERS...............12

PART II.......................................................................13

   ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..........13

   ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL.................14

   ITEM 7:  FINANCIAL STATEMENTS REQUIRED BY FORM 10-KSB......................18

   ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE...............................................39

   ITEM 8A: CONTROLS AND PROCEDURES...........................................39

PART III......................................................................40

   ITEM 9:   DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
             SECTION 16(A) OF THE EXCHANGE ACT................................40

   ITEM 10:  EXECUTIVE COMPENSATION...........................................41

   ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGEMENT AND
             RELATED STOCKHOLDER MATTERS......................................42

   ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................43

   ITEM 13:  EXHIBITS AND REPORTS ON FORM 8-K.................................43

   ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................44

INDEX TO EXHIBITS.............................................................44

SIGNATURES....................................................................46









<PAGE>


                           FORWARD LOOKING STATEMENTS

     THIS ANNUAL  REPORT ON FORM 10-KSB,  IN  PARTICULAR  "ITEM 7.  MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF  OPERATIONS"  AND
"ITEM 1. BUSINESS," INCLUDE  "FORWARD-LOOKING  STATEMENTS" WITHIN THE MEANING OF
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS
REPRESENT THE COMPANY'S EXPECTATIONS OR BELIEFS CONCERNING,  AMONG OTHER THINGS,
FUTURE REVENUE, EARNINGS, AND OTHER FINANCIAL RESULTS, PROPOSED ACQUISITIONS AND
NEW PRODUCTS,  ENTRY INTO NEW MARKETS,  FUTURE OPERATIONS AND OPERATING RESULTS,
FUTURE  BUSINESS  AND MARKET  OPPORTUNITIES.  THE COMPANY  WISHES TO CAUTION AND
ADVISE READERS THAT THESE STATEMENTS  INVOLVE RISK AND UNCERTAINTIES  THAT COULD
CAUSE ACTUAL  RESULTS TO DIFFER  MATERIALLY  FROM THE  EXPECTATIONS  AND BELIEFS
CONTAINED  HEREIN.  FOR A SUMMARY OF  CERTAIN  RISKS  RELATED  TO THE  COMPANY'S
BUSINESS, SEE "RISK FACTORS." UNDER "ITEM 1. DESCRIPTION OF BUSINESS."

     Unless the context  requires  otherwise,  references  to the Company are to
SportsNuts, Inc. and its subsidiaries.

                                     PART I.

ITEM 1:  DESCRIPTION OF BUSINESS

Cautionary Factors That May Affect Future Results  (Cautionary  Statements Under
the Private Securities Litigation Reform Act of 1995)

     The  disclosure  and  analysis set forth herein  contains  certain  forward
looking  statements,   particularly   statements  relating  to  future  actions,
performance or results of current and anticipated  products and services,  sales
efforts,  expenditures,  and financial  results.  From time to time, the Company
also provides forward-looking  statements in other publicly-released  materials,
both written and oral.  Forward-looking  statements provide current expectations
or  forecasts  of  future  events  such as new  products  or  services,  product
approvals,  revenues, and financial performance. These statements are identified
as any statement  that does not relate  strictly to historical or current facts.
They use words such as "anticipates," "intends," "plans," "expects," "will," and
other words and phrases of similar  meaning.  In all cases,  a broad  variety of
assumptions can affect the realization of the expectations or forecasts in those
statements. Consequently, no forward-looking statement can be guaranteed. Actual
future results may vary materially.

     The  Company  undertakes  no  obligation  to  update  any   forward-looking
statements,  but investors are advised to consult any further disclosures by the
Company on this subject in its  subsequent  filings  pursuant to the  Securities
Exchange  Act of 1934.  Furthermore,  as  permitted  by the  Private  Securities
Litigation Reform Act of 1995, the Company provides these cautionary  statements
identifying  risk factors,  listed below,  that could cause the Company's actual
results to differ  materially  from expected and historical  results.  It is not
possible to foresee or identify all such factors. Consequently, this list should
not be considered an exhaustive statement of all potential risks,  uncertainties
and inaccurate assumptions.



                                       1

<PAGE>




RISK FACTORS

     Operating Risks

     Defaults in Senior Securities. Effective February 1, 2000, the Company sold
and issued a promissory  note secured by virtually  all tangible and  intangible
assets of the Company ("Note") in exchange for $450,000 in cash proceeds.  As of
May 1, 2000,  the Company is in default with  respect to the Note.  Although the
Note holder continues to be supportive of the Company and its management, if the
holder of the Note  determines  to foreclose  upon the Note,  the Company  would
likely be forced to sell all of its  tangible and  intangible  assets to satisfy
the  obligation  represented  by the Note and  would,  therefore,  likely  cease
operations  entirely.  The Note and Security  Agreement  executed in  connection
therewith  have been filed as an exhibit to the Company's  1999 annual report on
Form 10-KSB filed with the Securities and Exchange Commission on March 30, 2000.

     Dependence on Key Personnel.  The Company's success depends, in large part,
upon the talents and skills of its management and key personnel.  Kenneth Denos,
the Chief Executive Officer of the Company, has deferred his entire salary since
the second quarter of 2000, and has since provided legal and consulting services
to various of his clientele to supplement his income. As a result, Mr. Denos has
not been able to devote his full time and  attention  to the  activities  of the
Company  and will be unable to do so until the Company is able to pay him a full
salary on a regular basis. In addition,  to the extent that any of the Company's
key  personnel  are  unable or refuse to  continue  their  association  with the
Company,  a suitable  replacement  would have to be found.  The  competition for
qualified personnel in the computer software and programming markets is intense,
and there are limited  numbers of such qualified  personnel in the  metropolitan
Salt Lake City area.  There is no  assurance  that the Company  would be able to
find suitable  replacements for its existing  management  personnel or technical
personnel or that such  replacements  could be obtained for an amount affordable
to the Company.

     Additional Financing Required.  The Company will likely require substantial
additional capital in the future for expansion, business development, marketing,
computer  software and systems,  overhead,  administrative,  and other expenses.
There is no assurance that the Company will be able to raise additional funds or
that financing will be available on acceptable  terms.  Lack of additional funds
could significantly affect the Company and its business.  Further,  funds raised
through  future equity  financing  could be  substantially  dilutive to existing
shareholders.

     Company Not  Currently  Profitable.  The Company was  organized on July 12,
1996.  Since the date of its  inception,  the Company has  incurred  substantial
losses and has not yet generated a profit. To achieve any significant measure of
profitability, the Company must create substantial activity through its Web Site
to generate  revenues,  and there is no assurance that the Company will do so in
the future or that such revenue  generation  will ultimately lead to the Company
becoming profitable.

     Revenues Subject to Seasonal Fluctuation.  The Company expects that it will
experience  an  increase  in  commercial  activity  during the spring and winter
months,  principally due to spring recreational  athletic leagues,  tournaments,
and events operating during that period.  During the winter months, winter games
events, basketball tournaments, leagues, and events, and other winter events are
expected  to  generate  increases  in revenue as compared to the summer and fall
periods.  There can be no  assurance  that the Company can decrease its selling,
general,  and  administrative  expenses during periods of decreased  revenue and
that the  Company's  results of  operations  during  these  periods  will not be
materially adversely affected.


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     Government  Regulation  of the  Internet.  There are  currently few laws or
regulations  directly applicable to electronic  commerce.  Due to the increasing
popularity  and use of the  Internet,  it is possible  that a number of laws and
regulations  may be adopted with respect to the Internet which could  materially
increase  the  cost  of   transacting   business  on  the   Internet.   Although
transmissions  from the Company's Web Site originate from the State of Utah, the
government of the United States and the  governments of other states and foreign
countries might attempt to regulate such  transmissions  or assess taxes,  fees,
tariffs,   duties,  or  other  payments  against  the  Company,   the  Company's
Affiliates,  or customers  purchasing products or services through the Web Site.
Any such  regulations  or  assessments  could  adversely  affect  the  Company's
business, operating results, and financial condition.

     Risk  of  Computer   System   Failure.   The  success  of  the  Company  is
substantially dependent upon its ability to deliver high quality,  uninterrupted
access to its technology  applications,  which requires that the Company protect
its computer  hardware and software systems and the data and information  stored
in connection therewith. The Company's systems are vulnerable to damage by fire,
water (principally from overhead sprinkler systems that may be triggered by fire
or excessive heat within the building in which the Company and other  co-tenants
operate),   natural   disaster,   power   loss,   telecommunications   failures,
unauthorized   intrusion,   and  other  catastrophic   events.  Any  substantial
interruption  in the Company's  systems would have a material  adverse effect on
the Company's business, operating results, and financial condition. Although the
Company carries general commercial insurance coverage,  such coverage may not be
adequate to compensate for the losses that may occur. In addition, the Company's
systems may be vulnerable to computer viruses, physical or electronic break-ins,
sabotage,  or  other  problems  caused  by third  parties  which  could  lead to
interruptions, delays, loss of data, or cessation in service to persons desiring
to access the  Company's  Internet  properties.  The  occurrence of any of these
risks could have a material adverse effect upon the Company's business,  results
of operations, and financial condition.

     Electronic Data Transmission  Security Risks. A significant  barrier to the
electronic transmission of confidential data over the Internet is the perception
that such  data may not be  secure.  The  Company  relies  upon  encryption  and
authentication  technology  to provide the security  necessary to effect  secure
transmissions  of  confidential  information.  There  can be no  assurance  that
advances in decryption  technology,  computer espionage,  and other developments
will not result in a breach or compromise of the algorithms  used by the Company
to  protect  transaction  data  of  persons  accessing  the  Company's  internet
properties and internet properties of the Company's clients,  and therefore lead
to the  misappropriation  of such  data  by  third  parties.  Any  such  breach,
compromise, or misappropriation could damage the Company's reputation and expose
the Company to a risk of loss or litigation  and possible  liability,  and could
have  a  material  adverse  effect  upon  the  Company's  business,  results  of
operations, or financial condition.

     No Proprietary Protection for Technology. The Company's online registration
system, statistical information system, and the league management system are not
protected by any copyright or patent, and the Company does not anticipate filing
an application  with the United States Patent and Trademark  Office ("USPTO") or
the United States Copyright Office for protection of these systems. Although the
Company  believes  that  copyright  and patent  protection  for these systems is
either  cost  prohibitive  or  unnecessary,  it may be wrong.  If the Company is
wrong,  it could face  unexpected  expenses  pursuing,  defending,  or otherwise
becoming  involved in a copyright or patent  dispute,  any of which could have a
material adverse effect upon the Company's business,  results of operations, and
financial condition.

     Uncertain  Protection  of Trade Names and Related  Intangible  Assets.  The
Company has  registered  the Internet  domain names,  "www.sportsnuts.com,"  and
"www.sportsnuts.net."  Given the

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lack of financial  resources  available to the Company  during 2004, the Company
has not  pursued  trademark  applications  of its name and brand.  Consequently,
other companies with names,  marks, or slogans similar to SportsNuts  could seek
to require that the Company obtain a license from them or require the Company to
change its name, either of which could entail substantial  costs.  Additionally,
if the  Company  were  requried to change its name,  it could lose all  goodwill
associated with the "SportsNuts" mark. In addition, future products and services
offered by the Company may need to be marketed under different names if the mark
"SportsNuts"  causes  confusion  with  another  trade name being used by another
company.  The  Company  could also incur  substantial  costs to defend any legal
action  taken  against the  Company  pursuant  to a  trademark  or service  mark
dispute. If any legal action against the Company,  its asserted  trademarks,  or
service marks should be found to infringe upon intellectual property rights of a
third party,  the Company could be enjoined from further  infringement and could
be required to pay  damages.  In the event a third party were to sustain a valid
claim  against  the  Company,  and in the  event a  required  license  were  not
available on commercially  reasonable terms, the Company's financial  operations
and results of operations could be materially  adversely  affected.  Litigation,
which could  result in  substantial  cost to and  diversion  of resources of the
Company,  may also be necessary to enforce  intellectual  property rights of the
Company or to defend the Company against claimed  infringements of the rights of
others.

     Competition and Technological  Change.  The market for computer  technology
products,  services,  and  advertising  within the amateur sports market is new,
rapidly evolving,  and intensely  competitive and will continue to undergo rapid
technological  change.  The  Company  must  continue  to enhance and improve the
functionality  and  features  of its  online  services  and  sports  information
management software. New industry needs,  standards,  and practices have emerged
that threaten the  marketability of the SportsNuts  technology  services offered
through  its  internet   properties  and  may  render  such  services  obsolete.
Developing   and  enhancing  the  Company's   proprietary   technology   entails
significant  technical and business risks, in addition to substantial  costs. If
the Company faces delays in introducing new services, products and enhancements,
its users may  forego  the use of the  Company's  services  and use those of its
competitors.  The Company  currently  competes  with many other  amateur  sports
information  and product web sites and the Company  anticipates  competition  to
intensify in the future. Barriers to entry are not significant,  and current and
new  competitors  have  been able to  launch  new web  sites and new  operations
quickly at a relatively  low cost.  Accordingly,  the Company  believes that its
success will depend heavily upon achieving  significant market acceptance before
its competitors and potential competitors introduce competing services.  Many of
the  Company's  competitors,  as well as  potential  entrants  into the Internet
amateur sports market, have longer operating histories,  larger customer or user
bases, greater brand recognition and significantly greater financial, marketing,
and other  resources  than the Company.  Furthermore,  several of the  Company's
competitors have acquired certain key sponsorships and relationships  with a few
well-known  amateur sports  organizations  which may impede the Company's growth
and thereby have a material adverse effect upon the Company's business,  results
of operations, and financial condition.

     Investment Risks

     Speculative  Investment.  The shares of the  Company's  common  stock are a
speculative  investment.  To date, the Company has generated  substantial losses
and has yet to achieve a profit. If the Company fails to generate profits, it is
unlikely  that the Company will be able to meet its  financial  obligations  and
investors could lose their entire investments.

     Securities  Class Action  Claims Based Upon Price  Fluctuation.  Securities
class action  claims have been  brought  against  issuing  companies in the past
after volatility in the market price of a company's securities.  With respect to
the Company,  such  litigation  could be very costly and divert the

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attention  of  the  Company's   management  and   resources,   and  any  adverse
determination  in such litigation  could also subject the Company to significant
liabilities,  any or all of which  could have a material  adverse  effect on the
Company's business, results of operations, and financial condition.

     No Active  Market.  Although  the  Company's  shares are traded on the NASD
Electronic  Bulletin Board,  the Company  believes that the public trading price
may be an inaccurate representation of the value of the Company because there is
little or no trading  volume in the  Company's  shares and no  analysts  or NASD
market makers actively follow the Company.

     No  Dividends.  The Company  does not  anticipate  paying  dividends on its
Common  Stock in the  foreseeable  future,  and may be  restricted  from  paying
dividends in the future pursuant to subsequent financing arrangements.

     Classified  Board of Directors.  Pursuant to the Company's  Certificate  of
Incorporation,  the Board of Directors has been divided into three classes, with
only one class  subject  to  reelection  in a given  year.  The  Certificate  of
Incorporation  requires a vote of 66 2/3% of the shares of the  Company to amend
the  provision  governing  the election of  directors.  Consequently,  even if a
shareholder  or  group  of  shareholders  were  to  acquire  a  majority  of the
outstanding  shares of the Company,  such acquisition would not necessarily lead
to a change in control of the Company.  However,  the Company  cannot  guarantee
that certain persons,  either collectively or individually,  will not be able to
control the election of the Board of Directors  and that  minority  shareholders
will not be adversely affected as a result.

     Other Anti-Takeover Provisions.  The Company's Certificate of Incorporation
contains  certain  provisions  which could be an impediment to a  non-negotiated
change in  control  of the  Company,  namely  an  ability,  without  stockholder
approval,  to issue up to 20,000,000  shares of preferred  stock with rights and
preferences determined by the board of directors, staggered terms for directors,
and  super-voting  requirements.  These provisions could impede a non-negotiated
change in control and thereby prevent  stockholders from obtaining a premium for
their Common Stock.

     Securities  Eligible for Public Trading.  All of the Company's  outstanding
shares are either freely tradeable or immediately eligible for resale under Rule
144  promulgated  pursuant to the Securities  Act of 1933, as amended.  Sales of
substantial  amounts  of  freely  tradeable  stock in the  public  market  could
adversely  affect the market  price of the Common  Stock.  The  Company has also
filed a  registration  statement with respect to its 2000 Stock Option Plan, the
result  of which  could be the sale of a  significant  number  of  shares in the
public market, and consequently, an adverse effect upon the public trading price
of the Company's Common Stock.

     Private Liability of Management.  The Company has adopted provisions in its
Certificate  of  Incorporation  which limit the  liability  of its  officers and
directors and provisions in its bylaws which provide for  indemnification by the
Company of its  officers  and  directors  to the  fullest  extent  permitted  by
Delaware  corporate law. The Company's  Certificate of  Incorporation  generally
provides that its directors  shall have no personal  liability to the Company or
its  stockholders for monetary damages for breaches of their fiduciary duties as
directors, except for breaches of their duties of loyalty, acts or omissions not
in good faith or which involve  intentional  misconduct or knowing  violation of
law, acts involving unlawful payment of dividends or unlawful stock purchases or
redemptions,  or any  transaction  from  which a director  derives  an  improper
personal benefit. Such provisions  substantially limit the shareholders' ability
to hold directors liable for breaches of fiduciary duty.

     Potential Issuance of Additional Common and Preferred Stock. The Company is
authorized to issue up to 200,000,000  shares of Common Stock.  To the extent of
such authorization, the Board of

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Directors  of the Company  will have the ability,  without  seeking  shareholder
approval,  to issue  additional  shares of common  stock in the  future for such
consideration as the Board of Directors may consider sufficient. The issuance of
additional Common Stock in the future may reduce the proportionate ownership and
voting power of existing  shareholders.  The Company is also authorized to issue
up to 20,000,000  shares of preferred stock, the rights and preferences of which
may be  designated  in series by the Board of  Directors.  To the extent of such
authorization,  such designations may be made without shareholder approval.  The
designation and issuance of series of preferred stock in the future would create
additional securities which would have dividend and liquidation preferences over
common stock.

     Volatility  of Stock  Prices.  In the event  that  there is an  established
public market for the Company's  Common Stock,  market prices will be influenced
by many factors and will be more subject to significant fluctuations in response
to  variations  in  operating  results of the Company and other  factors such as
investor perceptions of the Company,  supply and demand, interest rates, general
economic conditions and those specific to the industry, developments with regard
to the Company's activities, future financial condition and management.

     Applicability of Low Priced Stock Risk Disclosure Requirements.  The Common
Stock of the  Company  may be  considered  a low  priced  security  under  rules
promulgated  under the  Securities  Exchange  Act of 1934.  Under  these  rules,
broker-dealers participating in transactions in low priced securities must first
deliver a risk  disclosure  document which  describes the risks  associated with
such stocks,  the  broker-dealers's  duties, the customer's rights and remedies,
certain  market  and other  information,  and make a  suitability  determination
approving the customer for low priced stock transactions based on the customer's
financial situation,  investment experience and objectives.  Broker-dealers must
also disclose these  restrictions  in writing to the customer,  obtain  specific
written consent of the customer,  and provide monthly account  statements to the
customer. With all these restrictions, the likely effect of designation as a low
priced stock will be to decrease the  willingness  of  broker-dealers  to make a
market for the stock, to decrease the liquidity of the stock and to increase the
transaction  cost of  sales  and  purchases  of such  stock  compared  to  other
securities.










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<PAGE>




BUSINESS OVERVIEW


DESCRIPTION OF BUSINESS

     SportsNuts,  Inc. (sometimes referred to hereinafter as the "Company") is a
sports management and marketing company, with a focus on community-based amateur
athletics,  providing  unique  solutions to the challenges faced by athletes and
the  organizations in which they  participate.  Incorporated in Delaware on July
12, 1996, the Company helps organize and manage a wide variety of sports events,
providing online  registration and merchandise sales,  event sponsorship,  event
coordination,  and targeted  promotion  using  technology  and  strategic  media
relationships.  The Company seeks to be the emerging technology leader in sports
information  systems and the only  organization  of its kind to  complement  its
technology  solutions with offline marketing,  sales, and support. The Company's
mission is to become the  ultimate  resource  for  amateur and  community  event
coordinators, administrators, athletes, fans and coaches.

     SportsNuts  endeavors  to make  events more  profitable  and  efficient  by
promoting  such events  through  various media  channels,  attracting  corporate
sponsorships,  and providing  technology  tools to decrease  administrative  and
personnel costs.

     The Company previously provided  technology-based services such as hosting,
email exchange  services,  and website design to sports and other  organizations
through   Synerteck   Incorporated,   the  Company's   wholly-owned   subsidiary
("Synerteck").  On  November  15,  2004,  Synerteck  was spun off, on a pro-rata
basis, to the shareholders of SportsNuts.  The spin-off is described in a report
on Form 8-K filed by the Company with the Securities and Exchange  Commission on
October 12, 2004.

     Beginning in February,  2004, the Company began offering  computer hardware
sales and related  services  through Secure  Networks,  Inc.,  its  wholly-owned
subsidiary.  The  Company  has  recently  announced  that it  intends  to  focus
exclusively  on the  sports  industry  and,  consistent  with  the  spin-off  of
Synerteck, intends to sell or spin-off Secure Networks in the future.

BUSINESS FOCUS

     The  Company  targets  organized  sports  events  with its  broad  range of
marketing and technology  services to increase  consumer  satisfaction,  athlete
participation,  corporate involvement, and purchasing opportunities. Through its
relationships with radio, print, and direct mail providers, the Company seeks to
create   increased   awareness  of  participating   events  within   surrounding
communities.  Through its Internet properties, the Company provides online event
registration and merchandise sales,  event website hosting,  and the issuance of
targeted  e-mails to sports  participants who have requested  information  about
upcoming  sporting  events.   Event   administrators  can  access  and  download
customizable  reports on their events,  requesting a full financial breakdown or
simply  creating  a report  that  displays  the name  and  t-shirt  size of each
participant.


TECHNOLOGY DEVELOPMENT

     Databases. The heart of the Company's operations and services is the sports
information  management  system user base. A database  contains all the detailed
information that the Company gathers

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on every single  registered  Internet  user on its site.  The database  software
holds and manipulates all such  information.  This database is built with Sequel
software.  The  Company  has  invested  in this  software  in  order  to  insure
reliability  as well as  scalability.  For the  size of the  Company's  computer
systems and the volume of throughput, Sequel databases are typically the fastest
and are easily  moved from one  computer  platform to another.  The database can
efficiently  provide  any of the  stored  information  when it is  automatically
requested by the Company's web site, software applications or manually requested
by an employee for  corporate  use. When the  processing  demand of the database
servers is being taxed to the pre-determined limits, the Company intends to move
the database to more powerful,  alpha processor-based  computer systems in order
to maintain the efficiency, speed and quality of service.

     Software Applications.  A custom designed program comprises the backbone of
the  Company's  sports  information  management  system.  This program  collects
information about athletes,  teams and leagues,  individual athlete  statistics,
team  statistics,  and  schedules.  The program  stores this  information in the
database and posts it on the Company's Web site. An  administrative  part of the
program  allows certain  pre-established  users to access the user interface and
upload  the most up to date  information  to the  Company's  database  and site.
Coaches and other  administrators can upload biographical  information,  photos,
articles,  announcements  and other  information  about athletes,  game results,
teams, schools, etc. so that it can be viewed on the Web.

MARKET ANALYSIS/OPPORTUNITIES

     The market for products and services  among amateur  sports  enthusiasts in
the United  States is rapidly  evolving and intensely  competitive  with a large
number of competitors in the Internet sports industry. However, the niche market
in  which  the  Company  competes   possesses   relatively  few  amateur  sports
organizations  that can  provide a  comprehensive  marketing  and  technological
approach to organizations that seek to increase participation and attendance for
their events. However, there can be no assurance that the Company can maintain a
competitive  position  against  current or future  competitors as they enter the
markets  in  which it  competes,  particularly  those  with  greater  financial,
marketing,  service, support, technical and other resources than those possessed
by the Company.  The Company's failure to maintain a competitive position within
the market  could  have a material  adverse  effect on its  business,  financial
condition, results of operations and cash flows.

     The Reach of Amateur  Sports.  Amateur  sports in the  United  States has a
massive  following,  estimated  by the Company at 135 million  fans,  76 million
active  participants,  4 million  organized  teams,  and over $30 billion  spent
annually on products and services.

     Amateur  sports  touches  multiple  audiences  (athletes,   fans,  coaches,
officials, sports physicians,  athletic directors, community sports writers) who
generally want to enhance the experience for themselves and the participants. At
the  grass-roots  level,   amateur  sports  tends  to  generate  more  emotional
involvement  than any other  activity with the exception of academic  education.
The dreams of millions of athletes are pursued  through sports and many families
live  vicariously  through sports in various  supporting  roles.  Amateur sports
typically  require a substantial  investment of time and money.  The demographic
profile  of  amateur  sports   enthusiasts  is  therefore   strong  relative  to
recreational spending.

     The  Internet.  Sports  has been a core  staple in the  development  of the
Internet.  Over thirty  million  users in the United  States access the Internet
each day for  sports-related  information.  The administration of amateur sports
organizations  and events and the information  management of amateur sports data
lend  itself to unique  marketing  approaches  that can be  greatly  facilitated
through various web-based solutions, but are currently not addressed efficiently
by any single organization.

                                       8


<PAGE>


     Market Segmentation/User Needs

     Generally.  The Company has divided the grass roots  amateur  sports market
into three  specific  segments:  (i) Youth Sports (ages 5-13),  (ii) High School
Sports (ages 14-18),  and (iii) Adult Recreation Sports (ages 19+). As discussed
below,  the Company  believes that there are  approximately  76 million  persons
within these three categories, or roughly thirty percent of the U.S. population.
Each segment has  specific  interests  and needs,  but they all share the common
goal of improving the amateur athletic experience by strengthening  coaching and
playing skills and providing  easier access to reliable  information and quality
products and services.

     Youth Sports.  The Company  estimated  that there are roughly three million
organized  youth sports teams in the United States.  Each team has an average of
12 players (36 million total  players).  However,  since most children play more
than one sport, the Company estimates that the number of unique  participants in
this segment to be 24 million.

     Youth sports are typically less organized and managed far less  efficiently
than high school or adult recreational sports. The registration,  rostering, and
scheduling process is costly and cumbersome for youth sports  organizations.  In
addition,  game and event information is usually difficult to obtain,  including
time and location of contest, profile of the opposing team, and a summary of the
event itself. Coaching at the youth sports level is often highly erratic, with a
large number of children either inspired by or alienated toward organized sports
for life  during  this  period.  Youth  coaches  require a variety of  resources
necessary  to improve the  quality of the  instructional  environment.  Finally,
youth sports are  constantly in need of funding for equipment,  facilities,  and
transportation.

     High School  Sports.  The Company  estimates  that there are  approximately
20,000 high  schools in the United  States,  with  approximately  25 teams of 20
athletes  each per school  across all sports and grade levels (10 million  total
players).  As with youth sports,  since most teens play more than one sport, the
Company  estimates  that the  number of  unique  participants,  together  with a
significant  number  of  non-athlete  participants  (e.g.  drill  team  members,
cheerleaders, and equipment managers) in this segment to be 8 million.

     Competition  becomes  significantly more important relative to youth sports
as athletes reach their teenage years. Nevertheless, current methods of tracking
the history or performance of an individual or team are difficult or impossible,
and broad comparison and ranking systems are largely unavailable.  Moreover, the
scouting process is often unreliable, time consuming, and cost prohibitive. High
school  athletes  desire  the  type of  tangible  performance  measurements  and
statistics available through the Company's sports information management system.
In addition,  those prep athletes with  aspirations to participate in collegiate
athletics  are  highly   interested  in   scholarship   and  college   placement
opportunities  afforded by  increased  exposure to college  recruiters.  As with
youth sports,  high school  sports  programs are also  chronically  underfunded.
Finally,  because of the increased intensity level of high school sports and the
resulting injuries, these athletes will likely require access to sports medicine
services, which is currently not available from any comprehensive source online.

     Parents/Adult  Recreation Sports. The Company estimates that the 32 million
children  and  teens  participating  in  amateur  sports  will have at least one
non-participant  supporter,  most likely a parent.  Although most youth and high
school  athletes  have more than one parent who follows their  activities,  many
parents  with  children  who play  sports  typically  have  more  than one child
participating in organized amateur sports. Many of these adults also participate
in recreational  sports  themselves.  The Company believes that an additional 12
million  adults who  participate  in  recreational  sports do not currently have
children engaged in amateur sports.  Accordingly,  the Company estimates that 44
million U.S.  adults

                                       9


<PAGE>


follow a child who participates in amateur sports and/or personally  participate
in adult recreational sports.

     Because  competition  as well as exercise  is at the heart of adult  sports
participation,   a  source  for  statistical  information  is  likely  to  be  a
significant attraction within this category.  These persons are also more likely
to utilize sports medicine  services,  given their increased  susceptibility  to
aches, soreness, and injury due to age and increasing fragility. Sports-oriented
adults have  significant  purchasing power relative to the youth sports and high
school  sports  segment,  particularly  with credit card  transactions  over the
Internet.  Adults desire a wide range of and sufficient  information  concerning
products and services that cater to their interests.


INTELLECTUAL PROPERTY

     The Company has registered the Internet domain names, "www.sportsnuts.com,"
and  "www.sportsnuts.net."  Given the lack of resources available to the Company
during 2004, the Company has not pursued any trademark applications for its name
and brand.

     The Company's online registration,  statistical information system, and the
league management  systems are not protected by any copyright or patent, and the
Company  does not  anticipate  filing an  application  with the U.S.  Patent and
Trademark  Office or the United States Copyright Office for protection of any of
these  systems.   Although  the  Company  believes  that  copyright  and  patent
protection for these systems is either cost  prohibitive or unnecessary,  it may
be wrong. If the Company is wrong, it could face unexpected  expenses  pursuing,
defending,  or otherwise becoming involved in a copyright or patent dispute, any
of which  could have a material  adverse  effect  upon the  Company's  business,
results of operations, and financial condition.

     Because the Company has no formal  trademark  protection,  other  companies
with names,  marks, or slogans similar to SportsNuts  could seek to require that
the  Company  obtain a license  from them or require  the  Company to change its
name,  either of which could  entail  substantial  costs.  Additionally,  if the
Company were requried to change its name, it could lose all goodwill  associated
with the "SportsNuts" mark. In addition, future products and services offered by
the  Company  may  need  to be  marketed  under  different  names  if  the  mark
"SportsNuts"  causes  confusion  with  another  trade name being used by another
company.  The  Company  could also incur  substantial  costs to defend any legal
action  taken  against the  Company  pursuant  to a  trademark  or service  mark
dispute.  If, in any legal action against the Company,  its asserted trademarks,
or service marks should be found to infringe upon  intellectual  property rights
of a third party,  the Company could be enjoined from further  infringement  and
could be required to pay  damages.  In the event a third party were to sustain a
valid claim  against the Company,  and in the event a required  license were not
available on commercially  reasonable terms, the Company's financial  operations
and results of operations could be materially  adversely  affected.  Litigation,
which could  result in  substantial  cost to and  diversion  of resources of the
Company,  may also be necessary to enforce  intellectual  property rights of the
Company or to defend the Company against claimed  infringements of the rights of
others.


GOVERNMENT REGULATION

     There  are  currently  few  laws  or  regulations  directly  applicable  to
information  technology or electronic commerce. Due to the increasing popularity
and use of the Internet,  it is possible  that a number of laws and  regulations
may be adopted with respect to the Internet which could materially  increase the

                                       10


<PAGE>


cost of transacting  business on the Internet.  Although  transmissions from the
Company's Internet  properties  originate from the State of Utah, the government
of the United States and the  governments of other states and foreign  countries
might attempt to regulate such  transmissions  or assess taxes,  fees,  tariffs,
duties,  or other payments  against the Company,  its  affiliates,  or customers
purchasing  products or services through its internet properties of its clients.
Any such  regulations  or  assessments  could  adversely  affect  the  Company's
business, financial condition, and results of operations.


EMPLOYEES

     As of March 1, 2005,  the  Company  employed  nine  persons on a  part-time
basis. The Company presently has no full-time employees. In order to execute the
Company's  business  strategy,  however,  the  Company  will  likely  require  a
significant  increase in  employees  and  contract  personnel.  Competition  for
qualified   personnel  in  the  information   technology  industry  is  intense,
particularly among technical  personnel in the Salt Lake City metropolitan area.
The  Company  believes  that  its  future  success  will  depend  in part on its
continued  ability to attract,  hire,  and retain a sufficient  number of highly
skilled personnel.


REPORTS TO SECURITY HOLDERS

     SportsNuts is subject to the  information  requirements  of the  Securities
Exchange Act of 1934, as amended,  and in accordance  therewith  files quarterly
and  annual  reports,  as well as  other  information  with the  Securities  and
Exchange Commission  ("Commission")  under File No. 333-14477.  Such reports and
other  information  filed with the Commission can be inspected and copied at the
public  reference  facilities  maintained by the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549 at prescribed  rates, and at various regional and
district  offices  maintained by the  Commission  throughout  the United States.
Information about the operation of the Commission's public reference  facilities
may be obtained by calling the Commission at 1-800-SEC-0330. The Commission also
maintains  a website  at  http://www.sec.gov  that  contains  reports  and other
information  regarding the Company and other  registrants  that file  electronic
reports and information with the Commission.


 ITEM 2:  DESCRIPTION OF PROPERTY

     The Company's executive offices are located in a 5,000 square foot facility
in south  Salt  Lake  County,  Utah,  twenty  minutes  from the Salt  Lake  City
International Airport and adjacent to Interstate 15. Base rent for this facility
is  $4,250.00  per month,  exclusive of utilities  and other  occupancy  related
charges,  on a  three-year  lease  commencing  January  1,  2003.  The base rent
increases to $4,500.00 for the third year of the lease term.

     The Company  believes that the size of its  executive  offices are adequate
for its business, technology, and operational needs for the intermediate future.
In the aggregate, however, the Company believes that additional office space may
be  necessary  in the  near  future  to  accommodate  its  growth.  The  current
commercial  real estate  market in Salt Lake City has  sufficient  capacity that
management  believes  that the Company  should not  experience  any  significant
difficulty in procuring additional office space as needed.



                                       11


<PAGE>


ITEM 3:  LEGAL PROCEEDINGS

                 None.


ITEM 4:  SUBMISSION ON MATTERS TO A VOTE OF SECURITY HOLDERS

                 None.
















                                       12


<PAGE>


                                    PART II.


ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         (a)  Market for Common Equity and Related Stockholder Matters.

              (1) Market Information.

     The Company's Common Stock is listed on the NASD Electronic  Bulletin Board
("Bulletin  Board") under the symbol "SPCI." The Company's stock has been traded
on the Bulletin Board since  approximately  January,  1997. As of March 1, 2005,
there was no active public market for the Company's  Common Stock. The following
table sets forth,  for the  periods  indicated,  the high and low closing  sales
prices,  as to Bulletin  Board  prices of shares of the  Company's  Common Stock
during the calendar year ended December 31, 2004:
<TABLE>
<CAPTION>

                                                     High                                             Low
---------------------------------------- ------------------------------------- --------------------------------------
<S>                                      <C>                                   <C>

Fourth Quarter 2004                      $ 0.02                                $ 0.008
---------------------------------------- ------------------------------------- --------------------------------------
Third Quarter 2004                       $ 0.008                               $ 0.008
---------------------------------------- ------------------------------------- --------------------------------------
Second Quarter 2004                      $ 0.013                               $ 0.008
---------------------------------------- ------------------------------------- --------------------------------------
First Quarter 2004                       $ 0.025                               $ 0.006
---------------------------------------- ------------------------------------- --------------------------------------
</TABLE>

     The following table sets forth, for the periods indicated, the high and low
closing  sales  prices,  as to Bulletin  Board prices of shares of the Company's
Common Stock during the calendar year ended December 31, 2003:
<TABLE>
<CAPTION>

                                                     High                                             Low
---------------------------------------- ------------------------------------- --------------------------------------
<S>                                      <C>                                   <C>
Fourth Quarter 2003                      $ 0.008                               $ 0.0013
---------------------------------------- ------------------------------------- --------------------------------------
Third Quarter 2003                       $ 0.07                                $ 0.005
---------------------------------------- ------------------------------------- --------------------------------------
Second Quarter 2003                      $ 0.008                               $ 0.003
---------------------------------------- ------------------------------------- --------------------------------------
First Quarter 2003                       $ 0.01                                $ 0.003
---------------------------------------- ------------------------------------- --------------------------------------
</TABLE>

              (2) Holders.

     As of March 1, 2005, the Company had approximately 380 holders of record of
its Common Stock.

              (3) Dividends.

     The  Company  has not paid any cash  dividends  on its Common  Stock  since
inception  and does not  anticipate  paying cash  dividends  in the  foreseeable
future.  The Company  anticipates  that any future earnings will be retained for
use in developing and/or expanding the business.


                                       13


<PAGE>


     (b) Recent Sales of Unregistered Securities.


     As of December  31, 2004,  the Company has  outstanding  19,755,000  common
stock purchase options granted to various officers,  directors,  employees,  and
service  providers of the Company  pursuant to the  Company's  2000 Stock Option
Plan ("Plan").  The Company believes that the options granted under the Plan are
exempt from  registration  under the  Securities Act of 1933 pursuant to Section
4(2) of such Act.


ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS

     The  following  discussion  of  the  financial  condition  and  results  of
operations of SportsNuts,  Inc. and its  subsidiaries  (hereafter  collectively,
"SportsNuts"  or the "Company")  should be read in conjunction  with the Audited
Financial  Statements and related Notes thereto included herein. This discussion
may contain forward-looking  statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934,
including, without limitation,  statements regarding the Company's expectations,
beliefs,  intentions,  or  future  strategies  that are  signified  by the words
"expects,"  "anticipates,"  "intends,"  "believes," or similar language.  Actual
results  could differ  materially  from those  projected in the forward  looking
statements.  Prospective investors should carefully consider the information set
forth  below  under  the  caption  "Risk  Factors"  in  addition  to  the  other
information set forth herein.  The Company cautions  investors that its business
and financial performance is subject to substantial risks and uncertainties.

Overview

     SportsNuts is a sports  management and marketing  company,  with a focus on
community-based amateur athletics,  providing unique solutions to the challenges
faced by athletes and the organizations in which they  participate.  The Company
helps  organize and manage a wide  variety of sports  events,  providing  online
registration and merchandise sales, event sponsorship,  event coordination,  and
targeted  promotion  using  technology and strategic  media  relationships.  The
Company seeks to be the emerging technology leader in sports information systems
and the only  organization  of its kind to complement its  technology  solutions
with offline marketing,  sales, and support.  The Company's mission is to become
the  ultimate   resource   for  amateur  and   community   event   coordinators,
administrators, athletes, fans and coaches.

     SportsNuts  endeavors  to make  events more  profitable  and  efficient  by
promoting  such events  through  various media  channels,  attracting  corporate
sponsorships,  and providing  technology  tools to decrease  administrative  and
personnel costs.

     The Company previously provided  technology-based services such as hosting,
email exchange  services,  and website design to sports and other  organizations
through   Synerteck   Incorporated,   the  Company's   wholly-owned   subsidiary
("Synerteck").  On  November  15,  2004,  Synerteck  was spun off, on a pro-rata
basis, to the shareholders of SportsNuts.  The spin-off is described in a report
on Form 8-K filed by the Company with the Securities and Exchange  Commission on
October 12, 2004.

     Beginning in February,  2004, the Company began offering  computer hardware
sales and related  services  through Secure  Networks,  Inc.,  its  wholly-owned
subsidiary. The Company intends to focus

                                       14


<PAGE>


exclusively  on the  sports  industry  and,  consistent  with  the  spin-off  of
Synerteck, intends to sell or spin-off Secure Networks in the future.

     The  Company's  principal  sources  of  revenues  are (i)  online  services
targeted to sports  organizations and their members,  (ii) offline  promotional,
management, and sponsorship services provided in connection with community-based
sports  events,  and (iii)  computer  hardware  sales.  The  ability to generate
revenues  during  the  year  2004  and  beyond  depends  substantially  upon the
Company's resources available in order to market to and engage organizations and
their  members to receive  these  services.  Such  efforts  require  significant
systems  development,  marketing and personnel costs,  which, in turn,  requires
substantial  funding.  If the  Company  is unable to obtain  such  funding,  its
ability to generate revenues will be significantly impaired.

     Expenses  which  comprise cost of goods sold are  principally  comprised of
offline costs  associated  with the management and promotion of sporting  events
which the company has an active  role.  Also  included in cost of goods sold are
commissions  paid  for  information  technology  consulting  contracts.  As more
organizations  utilize  the  Company's  technology  services,   future  expenses
included  in cost of  goods  sold  will be  personnel  and  materials  costs  to
administer  these  services,  as well  as  potential  fee  sharing  expenses  to
organizations  involved in sports event management,  and online registration and
administration.

     General and  administrative  expenses have been comprised of administrative
wages and benefits; occupancy and office expenses; outside legal, accounting and
other   professional   fees;   travel   and  other   miscellaneous   office  and
administrative    expenses.    Selling   and    marketing    expenses    include
selling/marketing  wages and benefits;  advertising  and  promotional  expenses;
travel and other miscellaneous related expenses.  R&D expenses consist mainly of
development  expenses  related to creating new technology  applications.  In the
future, the Company anticipates significant expenditures in business development
to create  strategic  alliances  with third  parties,  and in developing a sales
channel  to the  various  amateur  sports  organizations  throughout  the United
States.

     Because  the  Company  has  incurred   losses,   income  tax  expenses  are
immaterial.  No  tax  benefits  have  been  booked  related  to  operating  loss
carryforwards,  given the  uncertainty of the Company being able to utilize such
loss carryforwards in future years. The Company anticipates incurring additional
losses during the coming year.

Results of Operations

     Following  is  management's  discussion  of the  relevant  items  affecting
results of operations for the years ended December 31, 2004 and 2003.

     Revenues.  The Company  generated net revenues of $828,055  during the year
ended December 31, 2004, which represents a 26% increase compared to $659,223 in
net revenues  during the year 2003.  This  increase was primarily due to greater
technology  consulting  fees  generated  during 2004 and revenues  from computer
hardware  sales  through  Secure  Networks,  Inc.,  the  Company's  wholly-owned
subsidiary.  Along with event administration,  other sources of revenue were the
sales of the Company's online services,  information technology consulting,  and
computer  hardware  sales.  Because of the  spin-off  of  Synerteck,  one of the
Company's  wholly-owned  subsidiaries,  the Company's source of revenues will be
related to sports  events and services  rendered  pursuant  thereto and computer
hardware and software sales.  Accordingly,  the Company  anticipates that future
overall consolidated revenues will likely be lower than in prior periods.

     Cost of Sales.  Cost of sales for the year  ended  December  31,  2004 were
$506,948,  a 36%

                                       15


<PAGE>


increase from  $373,087  during the year 2003.  This increase  correlates to the
increase in revenues and is mainly attributable to expenses incurred pursuant to
the  delivery  of the  Company's  online  registration  services,  sports  event
management and promotional  services,  and sales  commissions paid in connection
with  technology  consulting  projects.  The increased  percentage is due to the
sales of  hardware  and  software  which do not have as high of margins as other
revenue sources of the Company.  The Company anticipates that cost of sales will
increase  in the  future  as a result  of  increased  revenues  associated  with
hardware sales through Secure Networks, Inc., its wholly owned subsidiary.

     General and Administrative  Expenses.  General and administrative  expenses
for the year ended December 31, 2004 were $470,996, a 23% increase from $383,366
during the year 2003.  This increase was  principally  due to the acquisition of
Secure  Networks,   Inc.  which  added  approximately  $57,000  in  general  and
administrative  expenses  during the year 2004.  The Company  also had  expiring
warrants  which  were  issued  below  market  value  resulting  in an expense of
$50,200.  Furthermore,  consulting  fees of $25,000 were  incurred in connection
with the  integration  of new  phone  systems  and  other  technology  services.
Excluding the above expenses,  general and administrative  expenses for the year
ended December 31, 2004 would have been $338,796, a 12% decrease compared to the
year 2003.  Management  continues to make a concerted effort to decrease certain
costs  associated  with  personnel  salaries and  benefits,  professional  fees,
contract  labor,  and rent and  occupancy-related  expense.  Payroll expense and
professional   fees   accounted   for   approximately   $298,231   and  $34,918,
respectively, of general and administrative expenses during 2004, as compared to
$268,512  and  $9,905  during  2003.  The  increase  in  payroll  is once  again
attributable  to the addition of Secure  Networks.  The increase in professional
fees is due to fees associated with the spin-off of the wholly owned subsidiary,
Synerteck, Incorporated.

     Selling and Marketing Expenses. Selling and marketing expenses for the year
ended December 31, 2004 were $219,462,  a 6% increase from $206,482 during 2003.
This increase was primarily  attributable to the acquisition of Secure Networks,
Inc. and the sales of computer  hardware and software which added  approximately
$49,000  in selling  and  marketing  expenses  for the year  2004.  The  Company
anticipates  that selling and marketing  expenses in the future will increase as
the Company seeks to market and promote its online technology services to sports
and non-sports organizations throughout the United States.

     Product  Development.  Product research and development  expenditures  were
$63,061 for the year ended  December  31,  2004,  as compared to $64,011  during
2003, a decrease of 1%. Product  development  expenses  related to the Company's
Internet  services  consist  primarily of payroll,  software  and  systems,  and
related  costs for  programmers  and software  developers.  Product  development
expenses related to the Company's  information  technology  consulting  consists
primarily of payroll and systems  development for the web site hosting services.
Where appropriate,  the Company capitalizes certain systems development costs in
accordance with generally accepted accounting  principles.  The Company believes
that  significant  investments  in product  development  are  required to remain
competitive.  Accordingly,  the Company expects to incur increased  expenditures
with respect to product development in future periods.

     Other Income  (Expense).  The Company had net other expense of $121,162 for
the year ended December 31, 2004 compared to net other expense of $42,526 during
2003.  The increase was  primarily due to the write down of goodwill of $153,270
related to the wholly owned subsidiary Rocky Mountain Sports Alliance.  Although
management  believes  the  subsidiary  will  improve its  operations  and become
profitable, the goodwill recorded at acquisition is no longer justifiable.  Gain
on  forgiveness  of debt of $90,539  contributed to the income in this category.
Other expenses incurred were comprised primarily of interest expenses related to
balances on Company credit cards and short term loans.

Liquidity and Capital Resources

                                       16


<PAGE>


     As of December 31, 2004, the Company's primary source of liquidity
consisted of $14,105 in cash and cash equivalents. The Company holds most of its
cash reserves in local sweep accounts with local financial institutions. Since
inception, the Company has financed its operations through a combination of
short and long-term loans, and through the private placement of its Common
Stock.

     The Company has sustained  significant net losses which have resulted in an
accumulated  deficit  at  December  31,  2004 of  $23,578,674  and is  currently
experiencing  a  substantial  shortfall in operating  capital which raises doubt
about the Company's ability to continue as a going concern. The net loss for the
years ended December 31, 2004 and 2003 was $553,574 and $410,249,  respectively.
The Company anticipates a net loss for the year ended December 31, 2005 and with
the expected cash  requirements for the coming months,  without  additional cash
inflows from an increase in revenues  combined with continued  cost-cutting or a
receipt of cash from capital  investment,  there is substantial  doubt as to the
Company's ability to continue operations.

     The Company believes these conditions have resulted from the inherent risks
associated  with the small  startup  technology-oriented  companies.  Such risks
include,  but are not limited to, the ability to (i) generate revenues and sales
of its products and services at levels sufficient to cover its costs and provide
a return for  investors,  (ii)  attract  additional  capital in order to finance
growth,  (iii) further develop and successfully  market commercial  products and
services,  and (iv) successfully  compete with other comparable companies having
financial,  production and marketing resources  significantly greater than those
of the Company.

     The Company has made  substantial  progress in developing  its business and
revenue  models during the year 2004. In addition,  the Company has  implemented
stringent  cost-cutting  efforts  and  is  presently  working  with  sources  of
investment   capital  to  fund  operating   losses  until  the  Company  reaches
profitability.  Presently,  however,  the  Company  believes  that  its  capital
resources are  insufficient  for ongoing  operations,  with minimal current cash
reserves.  The Company will likely require  considerable amounts of financing to
make any significant  advancements in its business strategy.  There is presently
no agreement in place with any source of financing and,  although  management is
optimistic  about the Company's  ability to secure  investment,  there can be no
assurance that the Company will be able to raise any additional  funds,  or that
such funds will be available on acceptable  terms.  Funds raised  through future
equity  financing  will  likely be  dilutive  to current  shareholders.  Lack of
additional  funds will materially  affect the Company and its business,  and may
cause the Company to cease operations. Consequently,  shareholders could incur a
loss of their entire investment in the Company.







                                       17

<PAGE>


ITEM 7:  FINANCIAL STATEMENTS REQUIRED BY FORM 10-KSB







                                    CONTENTS

Report of Independent Registered Public Accounting Firm.......................19

Consolidated Balance Sheet....................................................20

Consolidated Statements of Operations........................................ 22

Consolidated Statements of Stockholders' Deficit............................. 23

Consolidated Statements of Cash Flows........................................ 25

Notes to the Consolidated Financial Statements............................... 27


















                                       18

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
SportsNuts, Inc. and Subsidiaries
Draper, Utah

We have audited the accompanying consolidated balance sheets of SportsNuts, Inc.
and Subsidiaries as of December 31, 2004 and the related consolidated statements
of operations, stockholders' deficit and cash flows for the years ended December
31, 2004 and 2003. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
SportsNuts, Inc. and Subsidiaries as of December 31, 2004 and the consolidated
results of their operations and their cash flows for the years ended December
31, 2004 and 2003 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
consolidated financial statements, the Company has negative working capital,
negative cash flows from operations and recurring operating losses which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 7. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.




Bouwhuis, Morrill & Company, LLC
Layton, Utah
March 29, 2005



                                       19

<PAGE>


                                SPORTSNUTS, INC.
                           Consolidated Balance Sheet
<TABLE>
<CAPTION>

                                                       ASSETS
                                                                                                    December 31,
                                                                                                        2004
                                                                                                ----------------------
<S>                                                                                             <C>

CURRENT ASSETS

   Cash and cash equivalents (Note 1)                                                                     $    14,105
   Accounts receivable, net (Note 1)                                                                          148,604
   Advances due from related party (Note 8)                                                                    19,876
   Prepaid expenses                                                                                             7,230
                                                                                                ----------------------

      Total Current Assets                                                                                    189,815
                                                                                                ----------------------

PROPERTY AND EQUIPMENT (Note 1)

   Computer hardware                                                                                          514,954
   Computer software                                                                                          789,409
   Furniture and office equipment                                                                             196,719
   Less - accumulated depreciation                                                                        (1,448,343)
                                                                                                ----------------------

      Total Property and Equipment                                                                             52,739
                                                                                                ----------------------

OTHER ASSETS

   Goodwill, net (Note 1)                                                                                      52,696
                                                                                                ----------------------

      Total Other Assets                                                                                       52,696
                                                                                                ----------------------

      TOTAL ASSETS                                                                                       $    295,250
                                                                                                ======================
</TABLE>




















   The accompanying notes are an integral part of these financial statements.
                                       20


<PAGE>


                                SPORTSNUTS, INC.
                     Consolidated Balance Sheet (Continued)

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>

                                                                                                    December 31,
                                                                                                        2004
                                                                                                ----------------------
<S>                                                                                             <C>

CURRENT LIABILITIES

   Accounts payable                                                                             $             867,593
   Accrued expenses (Note 1)                                                                                1,480,798
   Notes payable, current portion (Note 3)                                                                    110,000
   Notes payable, related parties (Note 2)                                                                    597,666
                                                                                                ----------------------

      Total Current Liabilities                                                                             3,056,057
                                                                                                ----------------------

STOCKHOLDERS DEFICIT

   Common stock, $0.002 par value; 200,000,000 shares authorized,
     111,674,854 shares issued and outstanding, respectively                                                  223,350
   Additional paid-in capital                                                                              20,656,267
   Stock subscriptions receivable                                                                            (61,750)
   Accumulated deficit                                                                                   (23,578,674)
                                                                                                ----------------------

      Total Stockholders' Deficit                                                                         (2,760,807)
                                                                                                ----------------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                 $          295,250
                                                                                                ======================
</TABLE>

























   The accompanying notes are an integral part of these financial statements.
                                       21

                                SPORTSNUTS, INC.
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                                                       For the Years Ended
                                                                                          December 31,
                                                                                  2004                    2003
                                                                           --------------------    --------------------
<S>                                                                        <C>                     <C>

NET SALES                                                                          $   828,055             $   659,223
                                                                           --------------------    --------------------

OPERATING EXPENSES
   Cost of sales                                                                       506,948                 373,087
   General and administrative                                                          470,996                 383,366
   Selling and marketing                                                               219,462                 206,482
   Research and development                                                             63,061                  64,011
                                                                           --------------------    --------------------

      Total Operating Expenses                                                       1,260,467               1,026,946
                                                                           --------------------    --------------------

LOSS FROM OPERATIONS                                                                 (432,412)               (367,723)
                                                                           --------------------    --------------------

OTHER INCOME (EXPENSES)
   Interest expense                                                                  (144,581)               (114,758)
   Impairment of goodwill                                                            (153,270)                       -
   Interest income                                                                         330                     222
   Gain on settlement of debt (Note 1)                                                  90,539                  12,470
   Other income                                                                         85,820                  59,540
                                                                           --------------------    --------------------

      Total Other Income (Expenses)                                                  (121,162)                (42,526)
                                                                           --------------------    --------------------

LOSS BEFORE INCOME TAXES                                                             (553,574)               (410,249)

INCOME TAX EXPENSE                                                                           -                       -
                                                                           --------------------    --------------------

NET LOSS                                                                          $  (553,574)            $  (410,249)
                                                                           ====================    ====================
                                                                           ====================    ====================

BASIC NET LOSS PER COMMON SHARE -
  BASIC AND DILUTED (Note 1)
      Net loss from continuing operations                                          $    (0.01)              $   (0.00)
                                                                           --------------------    --------------------

         Basic Net loss Per Share                                                  $    (0.01)              $   (0.00)
                                                                           ====================    ====================

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                                         104,673,073              98,269,829
                                                                           ====================    ====================
</TABLE>








   The accompanying notes are an integral part of these financial statements.

                                       22


<PAGE>


                                SPORTSNUTS, INC.
                Consolidated Statements of Stockholders' Deficit

<TABLE>
<CAPTION>

                                                                  Preferred Stock           Common Stock

                                                                 Shares      Amount      Shares       Amount
                                                                 ------      ------      ------       ------
<S>      <C>                                                     <C>       <C>          <C>        <C>

         Balance, December 31, 2002                                178,000 $            98,268,854 $
                                                                                                   196,538
                                                                           356

         Warrants/Options issued below market value                      -          -            -            -

         Conversion of preferred stock to common stock           (178,000) $               356,000          712
                                                                           (356)

         Net loss for the year ended December 31, 2003
                                                                         -          -            -            -

         Balance, December 31, 2003                                      -          -   98,624,854      197,250

         Warrants/Options issued below market value                      -          -            -            -

         Shares issued for purchase of Secure Networks, Inc.             -          -    2,500,000 $      5,000

         Shares issued for debt payment                                  -          -    8,150,000 $     16,300

         Spin-off of Synerteck, Incorporated                             -          -            -            -

         Sale of Sports Management Partners, Inc.                        -          -            -            -

         Exercise of stock options                                       -          -    2,400,000        4,800

         Net loss for the year ended December 31, 2004                   -          -            -            -
                                                                         -          -            -            -

         Balance, December 31, 2004                                         $       -  111,674,854   $  223,350
                                                               ===========  =========  ===========   ==========
</TABLE>


























   The accompanying notes are an integral part of these financial statements.
                                       23


<PAGE>


                                SPORTSNUTS, INC.
          Consolidated Statements of Stockholders' Deficit (Continued)


<TABLE>
<CAPTION>
                                                             Additional       Stock                          Total
                                                              Paid-In      Subscription    Accumulated   Stockholders'
                                                              Capital       Receivable       Deficit        Deficit
                                                              -------       ----------       -------        -------
<S>                                                       <C>               <C>            <C>           <C>

Balance, December 31, 2002                                $     20,163,380           -     (22,614,851)     (2,254,577)

Warrants/Options issued below market value                          16,281           -               -          16.281

Conversion of preferred stock to common stock                        (356)           -               -               -

Net loss for the year ended December 31, 2003                            -           -        (410,249)       (410,249)
                                                               -----------   ---------    ------------     -----------

Balance, December 31, 2003                                      20,179,305             -  (23,025,100)     (2,648,545)

Warrants/Options issued below market value                          50,200             -             -          50,200

Shares issued to purchase Secure Networks, Inc.                     22,500             -             -          27,500

Shares issued for debt payment                                      24,450             -             -          40,750

Spin-off of Synerteck, Incorporated                                 33,011             -             -          33,011

Sale of Sports Management Partners, Inc.                           289,851             -             -         289,851

Exercise of stock options                                           56,950      (61,750)             -               -

Net loss for the year ended December 31, 2004                            -             -      (553,574)       (553,574)
                                                              ------------   -----------    ----------      -----------

Balance, December 31, 2004                                $     20,656,267       (61,750)  (23,578,674)     (2,760,807)
                                                              ============   ===========    ==========      ===========
</TABLE>






















   The accompanying notes are an integral part of these financial statements.

                                       24


<PAGE>


                                SPORTSNUTS, INC.
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                       For the Years Ended
                                                                                          December 31,
                                                                                  2004                    2003
                                                                           --------------------    --------------------
<S>                                                                        <C>                     <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                   $       (553,574)        $        (410,249)
Adjustments to reconcile net loss to net
cash used in operating activities:
   Depreciation                                                                         44,345                  43,855
   Warrants/options issued below market value                                           50,200                  16,281
   Gain on settlement of debt                                                          (90,539)                (12,470)
   Loss on impairment of goodwill                                                      153,270                       -
Changes in operating assets and liabilities:
    Accounts receivable                                                             (175,403)                    5,731
    Advances due from related party                                                   (3,431)                   39,144
    Other current assets                                                              (1,230)                     (439)
    Deferred revenue                                                                  (7,500)                    7,500
    Accounts payable and accrued expenses                                             543,244                  353,023
                                                                           --------------------    --------------------

        Net Cash Provided (Used) in Operating Activities                         (40,618)                       42,376
                                                                            --------------------    --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchases of property & equipment                                                (24,204)                 (33,022)
                                                                           --------------------    --------------------

        Net Cash Used in Investing Activities                                        (24,204)                 (33,022)
                                                                           --------------------    --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from issuance of notes payable - related parties                           27,000                   52,000
   Principal payments of notes payable - related parties                                 -                     (50,000)
                                                                           --------------------    --------------------

        Net Cash Provided by Financing Activities                          $           27,000      $             2,000
                                                                            --------------------    --------------------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                                          $         (37,822)      $           11,354

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                                                   51,927                   40,573
                                                                           --------------------    --------------------

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                                                 $           14,105      $           51,927
                                                                           ====================    ====================
</TABLE>




   The accompanying notes are an integral part of these financial statements.
                                       25


<PAGE>


                                SPORTSNUTS, INC.
                Consolidated Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>

                                                                                               For the Years Ended
                                                                                                  December 31,
                                                                                      --------------------------------------
<S>                                                                                   <C>                  <C>
                                                                                            2004                 2003
                                                                                      -----------------    -----------------

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:

    Interest                                                                          $        4,815       $       13,877
    Income taxes                                                                      $            -       $            -
</TABLE>


































   The accompanying notes are an integral part of these financial statements.
                                       26


<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

          a. Organization and Description of Business

          SportsNuts,  Inc. (the "Company") was  incorporated  under the laws of
          the State of Delaware on July 12, 1996.  On April 15, 2001 the Company
          changed   its  name  from   SportsNuts.com   International,   Inc.  to
          SportsNuts, Inc. Prior to the reorganization with SportsNuts.com, Inc.
          ("SportsNuts"),  a privately  held Delaware  corporation,  on April 6,
          1999, the Company had not commenced active business operations and was
          considered a development stage company.

          The Company's  primary  business is providing  unique solutions to the
          challenges  faced by amateur  athletes and the  organizations in which
          they participate. The Company helps organize and manage a wide variety
          of sports events, providing online registration and merchandise sales,
          event  sponsorship,   event  coordination,   and  online  and  offline
          promotion.  The Company is the  emerging  technology  leader in sports
          information   systems  and  the  only  organization  of  its  kind  to
          compliment its technology  solutions with offline,  marketing,  sales,
          and support.  The Company's mission is to become the ultimate resource
          for event coordinators, administrators, athletes, fans, and coaches.

          Effective April 15, 2001, the Company issued  3,800,000  shares of its
          common stock to aquire Rocky Mountain Sports Alliance,  Inc.  ("RMSA")
          in  exchange  for all of the  issued  and  outstanding  shares of RMSA
          common stock.  The acquisition was accounted for as a purchase per APB
          No.  16.  The RMSA is a sports  management  firm  located in Salt Lake
          City, Utah and currently holds the rights to a number of sports events
          throughout Utah and the  surrounding  intermountain  area.  Management
          believes  that the  addition of the RMSA to the  Company's  technology
          solutions  gives the Company a unique  position in the amateur  sports
          industry in being able to provide offline as well as online support to
          teams, leagues, and sports organizations.

          During February 2004, the Company acquired Secure Networks,  Inc. from
          an individual for 2,500,000 shares of SportsNuts,  Inc.'s common stock
          making it a wholly  owned  subsidiary.  The  purchase  agreement  also
          provides for issuance of up to an additional  2,500,000 shares in each
          of the  following  three years.  The actual number of shares yet to be
          issued will be  determined  by formula in each of these  three  years.
          Goodwill  of  $52,696  has  been   recognized  as  a  result  of  this
          acquisition.  As of December 31, 2004, we have  determined  that there
          has been no impairment of goodwill.

          b. Accounting Method

          The Company's consolidated financial statements are prepared using the
          accrual  method of  accounting.  The Company has elected a December 31
          year end.

          c. Cash and Cash Equivalents

          Cash Equivalents  include  short-term,  highly liquid investments with
          maturities of three months or less at the time of acquisition.






                                       27


<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

          d. Property and Equipment

          Property and equipment are stated at cost.  Expenditures  for ordinary
          maintenance  and repairs are charged to operations as incurred.  Major
          additions and improvements  are capitalized.  Depreciation is computed
          using the straight-line and accelerated  methods over estimated useful
          lives as follows:

                      Computer hardware                         3 years
                      Computer software                         3 years
                      Office equipment                          7 years

          Depreciation  expense for the years ended  December  31, 2004 and 2003
          was $44,345 and $43,855, respectively.

          e. Accounts Receivable

          Accounts  receivable  are recorded net of the  allowance  for doubtful
          accounts  of $10,292  and  $38,782 as of  December  31, 2004 and 2003,
          respectively.

          f. Revenue Recognition

          Substantially  all of the  Company's  sales are on a  cash-for-service
          basis.  Occasionally,  sales  are  made on  account  for  the  sale of
          promotional merchandise.  Revenue is recognized upon completion of the
          service or upon delivery of the goods.

          g. Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

          h. Advertising

          The Company follows the policy of charging the costs of advertising to
          expense as  incurred.  Advertising  expense is included in selling and
          marketing expenses in the consolidated statements of operations.

          i. Goodwill

          Based on SFAS No. 142,  the Company has  determined  that the goodwill
          associated  with the  acquisition of RMSA will no longer be amortized.
          During  2004  the  Company  has  determined  that  there  has  been an
          impairment in goodwill and written off the balance of $153,270  during
          the year.




                                       28


<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

          j. Basic Net Loss Per Share
<TABLE>
<CAPTION>

                                                                                      For the Years Ended
                                                                                          December 31,
                                                                            -----------------------------------------
<S>       <C>                                                               <C>                   <C>
                                                                                  2004                   2003
                                                                            ------------------    -------------------

          Basic net loss per share from continuing operations:

                       Loss (numerator)                                           $ (553,574)           $  (410,249)
                       Shares (denominator)                                       104,673,073             98,269,829
                       Per share amount                                           $     (0.01)          $      (0.00)
</TABLE>

          The  basic  loss per share of  common  stock is based on the  weighted
          average number of shares issued and  outstanding  during the period of
          the financial  statements.  Common shares to be issued from  preferred
          stock,  warrants,  and  options are not  included  in the  computation
          because  they  would have an  antidilutive  effect on the net loss per
          common share.

          k. Provision for Taxes

          The  Company  accounts  for  income  taxes  under  the  provisions  of
          Statement of Financial Accounting Standards (SFAS) No. 109, Accounting
          for Income Taxes, using the liability method. The estimated future tax
          effect of differences  between the basis in assets and liabilities for
          tax and  accounting  purposes is accounted for as deferred  taxes.  In
          accordance with the provisions of SFAS No. 109, a valuation  allowance
          would be  established  to reduce  deferred  tax assets if it were more
          likely than not that all, or some portion, of such deferred tax assets
          would not be realized.  A full allowance  against  deferred tax assets
          was provided as of December 31, 2004.

          At December 31, 2004 the Company had net operating loss  carryforwards
          of approximately $14,000,000 that may be offset against future taxable
          income  through  2024.  No tax  benefits  have  been  reported  in the
          financial  statements,  because the  potential tax benefits of the net
          operating loss carry  forwards are offset by a valuation  allowance of
          the same amount.

          Due to the  change in  ownership  provisions  of the Tax Reform Act of
          1986,  net  operating  loss   carryforwards  for  Federal  income  tax
          reporting purposes are subject to annual limitations.  Should a change
          in ownership occur, net operating loss carryforwards may be limited as
          to use in the future.

          l. Research and Development

          The Company  follows the policy of charging  research and  development
          costs to expense as incurred.

          m. Stock Options and Warrants

          As  permitted  by FASB  Statement  123  "Accounting  for  Stock  Based
          Compensation"  (SFAS No.  123),  the  Company  elected to measure  and
          record  compensation  cost relative to employee  stock option costs in
          accordance  with  Accounting  Principles  Board  ("APB")  Opinion  25,
          "Accounting    for   Stock   Issued   to   Employees,"   and   related
          interpretations  and make pro forma  disclosures  of net income (loss)
          and basic  earnings  (loss) per share as if the fair  value  method of
          valuing  stock  options  had  been  applied.  Under  APB  Opinion  25,
          compensation cost is recognized for stock options granted to employees
          when the option price is less than the market price of the  underlying


                                       29


<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003


          NOTE 1 -ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

          m. Stock Options and Warrants (Continued)

          common stock on the date of grant. As of December 31, 2004, there were
          19,735,000 options outstanding which were granted to employees, all of
          which were  granted at  exercise  prices  equal to or above the market
          price on the grant date.

          For  purposes of the pro forma  disclosures  and to measure and record
          consideration  paid to  non-employees  in the form of stock options or
          warrants,  the Company  applies FASB  Statement 123,  "Accounting  for
          Stock-Based Compensation" ("SFAS No. 123"), which requires the Company
          to estimate the fair value of each dilutive  instrument (stock options
          and  warrants)  award at the  grant  date by using  the  Black-Scholes
          option pricing model.

          n. Gain on Settlement of Debt

          The gain on settlement of debt arises from the  forgiveness of certain
          accounts   payable  by  creditors  of  the  Company  in  exchange  for
          structured  cash payments or cash  settlements  for less than the face
          amount of the obligations. The Company is continuing to negotiate with
          additional  creditors  to  settle  other  old  accounts  payable  at a
          discount.

          o. Accrued Expenses

          The company has two lines of credit  outstanding at December 31, 2004.
          The  balances  are  included  in  accrued  expenses  on the  financial
          statements. Following are the details of each line of credit:
<TABLE>
<S>       <C>                                                        <C>

          Line of credit is due on demand and is personally guaranteed by a shareholder of the Company.
          Available credit line                                      $       40,000.00
          Interest rate                                                             5%
          Balance outstanding at December 31, 2004                   $       21,142.86

          Line of credit is due on demand.
          Available credit line                                      $       34,000.00
          Interest rate                                                             8%
          Balance outstanding at December 31, 2004                   $       28,572.74
</TABLE>







                                       30


<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003


NOTE 2 - NOTES PAYABLE - RELATED PARTIES

              Notes payable - related parties consisted of the following:
<TABLE>
<CAPTION>

                                                                                               December 31,
                                                                                                    2004
                                                                                             ----------------
<S>           <C>                                                                            <C>

              Note payable to a shareholder, secured by tangible
               and intangible assets of the Company,
               interest at 16%, principal and interest due
               April 1, 2000, past due. Note is convertible into
               common stock of the Company at $.10 per share.                                   $       450,000

              Note payable to a related individual, secured
               by tangible assets of the Company, interest at 16%,
               principal and interest due May 4, 2000, past due.
               Note is convertible into common stock of the
               Company at $1.00 per share.                                                              20,000

              Notes payable to related individuals, unsecured,
               interest at 10%, due on demand.                                                         127,666
                                                                                             -----------------

                     Total notes payable - related parties                                             597,666

                     Less: current portion                                                            (597,666)
                                                                                             -----------------

                     Long-term notes payable                                                 $         -
                                                                                             =================


              Maturities of notes payable - related parties are as follows:

                       Year Ending
                      December 31,                                                                 Amount
                  -------------------                                                        -------------------

                         2005                                                                 $         597,666
                                                                                             -------------------

                         Total                                                                $         597,666
                                                                                             ===================
</TABLE>






                                       31


<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003


NOTE 3 - NOTES PAYABLE
<TABLE>
<CAPTION>

         Notes payable consisted of the following:
                                                                                                  December 31,
                                                                                                         2004
                                                                                              -------------------
<S>      <C>                                                                                  <C>

         Note payable to an individual, secured by tangible
          assets of the Company, interest at 16%,
          principal and interest due May 1, 2000, past due.
          Note is convertible into common stock of the
          Company at $1.00 per share.                                                          $          20,000

         Note payable to an individual, unsecured,
          interest at 10%, principal and interest due
          June 26, 2000, past due. Note is convertible
          into common stock of the Company at $1.00
          per share.                                                                                      25,000

         Note payable to an individual, unsecured,
          interest at 18%, principal and interest due
          August 15, 2001, past due. Note is convertible
          into common stock of the Company at $0.25
          per share.                                                                                      50,000

         Notes payable to individuals, unsecured, interest
          at 10%, due on demand.                                                                          15,000
                                                                                                -----------------

                     Total notes payable                                                                 110,000

                     Less: current portion                                                              (110,000)
                                                                                               -----------------

                     Long-term notes payable                                                   $             -
                                                                                               =================

         Maturities of notes payable are as follows:

                     Year Ending
                     December 31,                                                                     Amount
                   ---------------                                                             -----------------

                         2005                                                                  $         110,000
                                                                                               -----------------

                        Total                                                                  $         110,000
                                                                                               =================
</TABLE>

NOTE 4 - COMMON AND PREFERRED STOCK TRANSACTIONS

          Effective  December 31, 2003, the Company  converted 178,000 shares of
          preferred stock into 356,000 shares of common stock..

          Effective February 1, 2004, the Company issued 2,500,000 shares of its
          common  stock valued at $0.011 per share to acquire  Secure  Networks,
          Inc.

          Effective May 14, 2004,  the Company  issued  3,150,000  shares of its
          common  stock valued at $0.005 per share in  satisfaction  of interest
          payable due to an individual by the Company.



                                       32


<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003


NOTE 4 - COMMON AND PREFERRED STOCK TRANSACTIONS (Continued)

          Effective  October 4, 2004, the Company issued 5,000,000 shares of its
          common stock valued at $0.005 per share in satisfaction of obligations
          for consulting services received by the Company.

          Effective October 11, 2004, the Company issued 2,400,000 shares of its
          common stock in exchange for stock  options held by an employee of the
          Company.  The Company has recorded a stock subscription  receivable of
          $61,750 as payment has not yet been received.

NOTE 5 - OPTIONS AND WARRANTS

          Employee Stock Options

          The following  tables  summarize the  information  regarding  employee
          stock options at December 31, 2004:
<TABLE>
<S>              <C>                                                                        <C>

                 Options outstanding at December 31, 2003                                          22,135,000
                 Options granted                                                                            -
                 Options exercised                                                                 (2,400,000)
                                                                                            ------------------
                 Options outstanding at December 31, 2004                                          19,735,000
                                                                                            ==================
                 Weighted average exercise price of options
                 outstanding at December 31, 2004                                           $            0.01
                                                                                            ==================
</TABLE>

<TABLE>
<CAPTION>

                                   Number of         Weighted                        Number of
                                    Options           Average        Weighted         Options          Weighted
                                  Outstanding        Remaining       Average       Exercisable at       Average
                  Exercise       December 31,       Contractual      Exercise       December 31,       Exercise
                   Prices            2004              Life           Price             2004             Price
               ---------------------------------- ------------------------------- ----------------- ----------------
<S>            <C>               <C>              <C>               <C>           <C>               <C>

               $         0.005         8,750,000             3.80 $       0.005            200,000  $       0.005
               $         0.020         9,525,000             2.15 $       0.020          3,810,416  $       0.020
               $         0.030         1,425,000             1.38 $       0.030          1,012,083  $       0.030
               $         0.160            35,000             0.58 $       0.160             35,000  $       0.160
</TABLE>

          The Company  applies APB  Opinion 25 and  related  Interpretations  in
          accounting for its plan.  Accordingly,  no expense has been recognized
          for its stock option plan during the years ended December 31, 2004 and
          2003. Had compensation cost for the Company's stock-based compensation
          plan been  determined  based on the fair value at the grant  dates for
          awards under such plan  consistent  with the method of FASB  Statement
          123,  "Accounting  for Stock-Based  Compensation"  (SFAS No. 123), the
          Company's  net loss and basic loss per common share would have been as
          indicated below:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                            -----------------------------------------
<S>        <C>                                                              <C>                   <C>
                                                                                  2004                   2003
                                                                            ------------------    -------------------
                                                                            ------------------

           Net loss as reported                                                $     (553,574)        $     (410,249)
           Pro forma net loss                                                        (553,574)              (455,410)
           Basic loss per share as reported                                             (0.01)                 (0.00)
           Pro forma basic loss per share                                      $        (0.01)        $        (0.00)
</TABLE>



                                       33


<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003


NOTE 5 - OPTIONS AND WARRANTS (Continued)

          The Company estimates the fair value of each stock option at the grant
          date and re-valuation date by using the  Black-Scholes  option pricing
          model based on the following assumptions:
<TABLE>
<S>              <C>                                                                           <C>

                 Risk free interest rate                                                        2.78% - 6.12%
                 Expected life                                                                      4-6 Years
                 Expected volatility                                                              2.18 - 2.89
                 Dividend yield                                                                           0.0

          Non-Employee Stock Options
</TABLE>

          The following tables summarize the information regarding  non-employee
          options outstanding at December 31, 2004.
<TABLE>
<S>              <C>                                                                            <C>

                 Options outstanding at December 31, 2003                                                   20,000
                 Options granted                                                                                -
                 Options exercised                                                                              -
                                                                                                ------------------
                 Options outstanding at December 31, 2004                                                   20,000
                                                                                                ==================

                 Weighted average exercise price of non-employee
                 options outstanding at December 31, 2004                                       $             0.02
                                                                                                ==================
</TABLE>

<TABLE>
<CAPTION>

                                   Number of         Weighted                        Number of
                                    Options           Average        Weighted         Options          Weighted
                                  Outstanding        Remaining       Average       Exercisable at       Average
                  Exercise       December 31,       Contractual      Exercise       December 31,       Exercise
                    Price            2004              Life           Price             2004             Price
               ---------------------------------- ------------------------------- ----------------- ----------------
<S>            <C>               <C>              <C>               <C>           <C>               <C>

               $         0.02             20,000             2.22 $       0.02              20,000  $       0.02
</TABLE>

          The Company applies SFAS No. 123 for options issued to  non-employees,
          which  requires  the Company to estimate the fair value of each option
          issued at the grant date by using the Black-Scholes pricing model with
          the following assumptions:
<TABLE>
<S>                         <C>                                                                   <C>

                            Risk free interest rate                                               4.84%
                            Expected life                                                         60 Months
                            Expected volatility                                                   2.74
                            Dividend yield                                                        0.0
</TABLE>

          As a result of  applying  SFAS No.  123,  the  Company  had no expense
          during the years ended December 31, 2004 and 2003.

          Warrants

          The following  tables  summarize the  information  regarding  warrants
          outstanding at December 31, 2004.
<TABLE>
<S>                         <C>                                                   <C>

                            Warrants outstanding at December 31, 2003                27,339,500
                            Warrants granted                                                -
                            Warrants expired                                        (27,339,500)
                                                                                  --------------
                            Warrants outstanding at December 31, 2004                       -
                                                                                  ==============
</TABLE>


                                       34


<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003


NOTE 6 - OPERATING LEASES

          The Company leases two (2) different  facilities under  non-cancelable
          operating leases expiring in 2005.  Rental expense for the years ended
          December 31, 2004 and 2003 was $52,284 and $48,872, respectively.

          Future minimum lease payments, by year and in the aggregate, under the
          non-cancelable operating leases with initial or remaining terms of one
          year or more are due as follows:
<TABLE>
<CAPTION>

          Year Ending
          December 31,                                                                             Amount
          ------------                                                                          ------------------
<S>       <C>                                                                                   <C>

              2005                                                                              $           54,000
              2006 and thereafter                                                                                -
                                                                                                ------------------

                   Total minimum lease payments                                                 $           54,000
                                                                                                ==================
</TABLE>

NOTE 7 - GOING CONCERN

          The accompanying financial statements have been prepared assuming that
          the Company will continue as a going concern,  which  contemplates the
          realization  of assets and  satisfaction  of liabilities in the normal
          course of business.  The Company has sustained  significant net losses
          which have resulted in an accumulated  deficit at December 31, 2004 of
          approximately  $23,500,000  and has  experienced  periodic  cash  flow
          difficulties,  all of which  raise  substantial  doubt  regarding  the
          Company's ability to continue as a going concern.

          The net  loss  for the  years  ended  December  31,  2004 and 2003 was
          $553,574 and  $410,249,  respectively.  To date the Company has funded
          its operations  through a combination of short and long-term loans and
          the private  placement of its common  stock.  The Company  anticipates
          another  net loss for the year ended  December  31,  2005 and with the
          expected cash  requirements  for the coming year, there is substantial
          doubt as to the Company's ability to continue operations.

          The Company  believes these conditions have resulted from the inherent
          risks  associated  with small startup  technology-oriented  companies.
          Such  risks  include,  but are not  limited  to,  the  ability  to (i)
          generate  revenues  and sales of its  products  and services at levels
          sufficient to cover its costs and provide a return for investors, (ii)
          attract additional  capital in order to finance growth,  (iii) further
          develop and successfully market commercial products and services,  and
          (iv)  successfully  compete  with other  comparable  companies  having
          financial,  production and marketing resources  significantly  greater
          than those of the Company.

          The  Company is  attempting  to  improve  these  conditions  by way of
          financial  assistance  through  issuances of additional  equity and by
          generating revenues through sales of products and services.

NOTE 8 - RELATED PARTY TRANSACTIONS

          During  2004 and 2003,  the  Company  paid  $110,938  in advances to a
          company with a common officer.  The balance receivable at December 31,
          2004 is $19,875.





                                       35


<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003


NOTE 9 - SEGMENT REPORTING

          SportsNuts,  Inc.'s reportable  segments are business units that offer
          different  products  and  services.  The Company has three  reportable
          business  segments:  online  services,  sports  event  management  and
          information  technology   consulting.   The  online  services  segment
          provides  internet  team and  league  management  for  amateur  sports
          organizations and online registrations for sporting events. The sports
          event  management  segment  creates,  promotes  and  manages  sporting
          events.  The  information   technology   consulting  segment  provides
          services related to computer hardware, software and websites.

          The policies applied to determine the segment information are the same
          as those described in the summary of significant  accounting  policies
          (Note  1).  All  significant   intersegment   transactions  have  been
          eliminated  in  the  consolidated   financial  statements.   Financial
          information  as of and for the  year  ended  December  31,  2004  with
          respect to the reportable segments is as follows:
<TABLE>
<CAPTION>

                                                                                                       Information
                                                                  Online           Sports Event        Technology
                                                                 Services           Management         Consulting
                                                              ---------------     ---------------    ----------------
<S>        <C>                                                <C>                 <C>                <C>

           Cash                                                  $  7,509            $  3,349            $  3,247
           Fixed assets, net                                       47,456               3,256               2,027
           Total assets                                           198,973              31,341             147,839
           Total liabilities                                    2,776,703              39,010             240,344
           External revenues                                       55,833             143,351             628,871
           Cost of goods sold                                      14,199              75,154             428,595
           Other income (expense)                               (100,301)             (3,410)            (17,451)
           Segment profit (loss) before tax effect              (414,394)            (22,685)           (116,495)
</TABLE>

NOTE 10 - DISPOSITION AND SALE OF SUBSIDIARIES

          Synerteck Incoporporated

          On November 15,  2004,  the Company  distributed  all of its shares of
          Synerteck Incorporated (a wholly owned subsidiary) to the shareholders
          of  SportsNuts,  Inc. on a pro-rata  basis by way of an  exchange  and
          distribution  of 100% of  Synerteck's  outstanding  shares.  The total
          number of SportsNuts  shares  outstanding  has not changed due to this
          transaction which terminated the parent/subsidiary relationship.

          Sports Management Partners, Inc.

          On October  14,  2004,  the  Company  sold all of its shares of Sports
          Management  Partners,  Inc.  (SMPI) (a wholly owned  subsidiary)  to a
          related  individual  for $1. SMPI has had not activity  since 2002. At
          the  time  of  sale  SMPI  had an  accumulated  deficit  of  $289,851,
          liabilities  of $350,161 and a deficit in paid-in  capital of $60,310.
          SportsNuts   no  longer  holds  any  interest  in  SMPI  due  to  this
          transaction which terminated the  parent/subsidiary  relationship.  As
          the  transaction was with a related party no gain has been reported in
          the income  statement  and the effects of this  transaction  have been
          included in additional paid-in capital.





                                       36


<PAGE>


ITEM 8:  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE.

         None

ITEM 8A: CONTROLS AND PROCEDURES

     The Company's principal executive officer and principal financial
officer, based on their evaluation of the Company's disclosure controls and
procedures (as defined in Rules 13a-14 (c) and 15d-14 (c) of the Securities
Exchange Act of 1934) as of December 31, 2004 have concluded that the Company's
disclosure controls and procedures are adequate and effective to ensure that
material information relating to the Company and its consolidated subsidiaries
are recorded, processed, summarized and reported within the time periods
specified by the SEC's rules and forms, particularly during the period in which
this annual report has been prepared.

     The Company's  principal  executive officer and principal financial officer
have concluded that there were no significant  changes in the Company's internal
controls or in other factors that could significantly  affect these controls for
the year ended  December 31, 2004,  the date of their most recent  evaluation of
such  controls,  and that there were no  significant  deficiencies  or  material
weaknesses in the Company's internal controls.
















                                       37


<PAGE>


                                    PART III

ITEM 9:  DIRECTORS,  OFFICERS,  PROMOTERS AND CONTROL  PERSONS;  COMPLIANCE WITH
         SECTION 16(A) OF THE EXCHANGE ACT.

     Pursuant to the Company's Delaware Certificate of Incorporation and Bylaws,
the  Company's  Board of  Directors  (the  "Board")  has been divided into three
classes,  with only a single class subject to re-election each year. The initial
re-election  of the Board under this  procedure  requires  the  directors  to be
nominated to serve a one-, two-, or three-year term.  Thereafter,  any director,
whether  elected  or  re-elected,  will  serve a  three-year  term.  Each of the
Company's eight  directorships has been divided into one of these three classes,
with one class  containing two  directorships  and two classes  containing three
directorships.  Kenneth I. Denos, age 37, is the Chief Executive  Officer of the
Company and  currently  the only  executive  officer of the Company and the only
member  of the  Board of  Directors.  A short  summary  of Mr.  Denos'  business
experience  is  below.  His  term of  office  will  expire  at the  next  annual
shareholders  meeting.  No annual  shareholders  meeting is planned for the year
2005.

     Kenneth Denos, age 37, has worked with SportsNuts since November, 1998,
and has served as the Company's Chief Executive Officer, General Counsel,
Secretary, and a member of the Board of Directors since April, 1999. Mr. Denos
also serves on the Board of Directors of Moore, Clayton & Co., Inc., an
international strategic and advisory firm with offices in Los Angeles, Salt Lake
City, New York City, and London. Mr. Denos also serves on the Board of Directors
of Healthcare Enterprise Group PLC (LSE: HCEG) an international healthcare
products distribution and advisory firm, MCC Energy plc (LSE: MCCE), an
international energy services firm, and Synerteck Incorporated (OTCBB: SYNR), a
technology services company which files reports with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934. Previously, from
1996 to 1998, Mr. Denos practiced with the Salt Lake City-based law firm of
Jones, Waldo, Holbrook & McDonough, concentrating on growing technology and
Internet-based companies, providing assistance in corporate governance, debt and
equity financing, joint ventures, licensing, mergers, acquisitions, and
securities law compliance. Mr. Denos holds a Bachelor of Arts degree from the
University of Utah in Business Finance and Political Science, and holds a Master
of Business Administration Degree from the University of Utah School of Business
and a Juris Doctor from the University of Utah College of Law. Prior to
practicing with Jones, Waldo, he was special projects manager at Utah Technology
Finance Corporation, a technology based venture lending agency.

Board of Directors Meetings and Committees

     Although various items were reviewed and approved by the Board of Directors
during 2004,  the Board held no meetings  during the fiscal year ended  December
31, 2004.

     The Company does not have Audit or Compensation  Committees of the Board of
Directors.

Compensation of Directors

     Although the Company  anticipates  compensating the members of its Board of
Directors in the future at industry  levels,  current  members are not paid cash
compensation for their service as directors. Each director may be reimbursed for
certain  expenses  incurred  in  attending  Board  of  Directors  and  committee
meetings.  Directors may also be granted stock options under the Company's  2000
Stock Option Plan.



                                       38


<PAGE>


ITEM 10: EXECUTIVE COMPENSATION.

     The following table sets forth certain information regarding the annual and
long-term compensation for services rendered in all capacities during the fiscal
year ended  December  31,  2004,  2003,  and 2002 of those  persons who were the
Company's Chief Executive Officer and other executive officers of the Company.

Summary Compensation Table

<TABLE>
<CAPTION>

                                                                                 Long-Term
                               Annual Compensation                             Compensation
                               -------------------                             ------------
<S>                          <C>             <C>           <C>           <C>                   <C>    <C>

Name and                                                                 Securities              All Other
Principal                    Year            Salary         Bonus        Underlying            Compensation
Position                                                                  Options
--------                     ----            ------         -----        ----------            ------------

Kenneth Denos                2004           $100,000        $0              $0                     $0
CEO                          2003           $100,000        $0              $0                     $0
                             2002           $100,000        $0            $8,000,000               $0

(1) Represents $100,000 in earned but unpaid salary during 2004.
(2) Represents $100,000 in earned but unpaid salary during 2003.
(3) Represents $100,000 in earned but unpaid salary during 2002.
</TABLE>


Aggregated Option Exercises in Last Fiscal Year and Year End Option Values

<TABLE>
<CAPTION>

                                                                 Number of                   Value of Unexercised
                                                           Unexercised Options at            In-the-Money Options
                                                             December 31, 2004             at December 31, 2004(1)

                            Shares
                           Acquired          Value                                               Exercisable/
        Name              On Exercise      Realized             Exercisable/                    Unexercisable
                                                               Unexercisable
        ----              -----------      --------            -------------                    --------------
<S>     <C>               <C>              <C>                 <C>                              <C>

Kenneth Denos                  0               0                1,000,000/0                          0/0

Kenneth Denos                  0               0            6,333,334/2,666,666                      0/0
</TABLE>

(1) Based on the closing sales price of the Common Stock on the NASD Electronic
Bulletin Board on December 31, 2004 of $0.012.




                                       39


<PAGE>


ITEM 11:  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANGEMENT  AND
          RELATED STOCKHOLDER MATTERS.

          (a) Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock (par value $0.002 per share) as of March
1, 2005 by (i) each person (or group of affiliated  persons) who is known by the
Company  to  beneficially  own more  than 5% of the  outstanding  shares  of the
Company's  Common  Stock,  (ii) each  person  who has  served as a  director  or
executive  officer of the Company  during the calendar year 2004,  and (iii) all
persons who have served as a director or executive officer of the Company during
the calendar year 2004 as a group.  As of such date, the Company had 111,674,854
shares of Common Stock outstanding.  Unless indicated otherwise, the address for
each officer, director, and 5% shareholder is c/o the Company, 11585 South State
Street, Suite 102, Draper, Utah 84020.

<TABLE>
<CAPTION>

                                                                                  Common Stock

              Directors, Executive Officers,
                      5% Stockholders                               Number                 Percent of  Class(1)
                      ---------------                               ------         -------------------------
<S>                                                               <C>              <C>

Kenneth Denos(2)                                                  23,001,286                    17.48%

Prestbury Investment Holdings Limited(3)                          25,000,000                    22.39%

Nigel Wray(4)                                                     25,000,000                    22.39%

Nicholas Leslau(5)                                                25,000,000                    22.39%

Gardner Management, Inc. Profit Sharing Plan and Trust(6)         19,026,607                    16.07%

Moore, Clayton & Co., Inc.(7)                                     14,667,953                    11.71%

Todd Shell(8)                                                     7,500,000                     6.72%
-------------                                                     ---------                     -----

All directors and officers as a group                             23,001,286                    17.48%
(1 person)
</TABLE>

(1) For each shareholder, the calculation of percentage of beneficial ownership
is based upon 111,674,854 shares of Common Stock outstanding as of March 1,
2005, and shares of Common Stock subject to options, warrants and/or conversion
rights held by the shareholder that are currently exercisable or exercisable
within 60 days, which are deemed to be outstanding and to be beneficially owned
by the shareholder holding such options, warrants, or conversion rights. The
percentage ownership of any shareholder is determined by assuming that the
shareholder has exercised all options, warrants and conversion rights to obtain
additional securities and that no other shareholder has exercised such rights.
Except as otherwise indicated below, the persons and entity named in the table
have sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them, subject to applicable community property
laws.

(2) Chief Executive Officer, Secretary, and Director of the Company. Includes
2,000,000 shares of Common Stock held directly by Mr. Denos and 6,333,334 shares
of Common Stock issuable upon exercise of options held by Mr. Denos that are
currently exercisable or will become exercisable within 60 days. Because Mr.
Denos is a member of the Board of Directors of Moore, Clayton & Co., Inc.
("MCC"), this number also includes 1,071,429 shares held directly by MCC, and
certain promissory notes held by MCC that are currently convertible into
13,596,524 shares of Common Stock Excludes 2,666,666 shares of Common Stock
issuable upon exercise of options held by Mr. Denos that are not currently
exercisable and will not become exercisable within 60 days.

(3) Principal Shareholder of the Company. Includes 25,000,000 shares held
directly by Prestbury Investment Holdings Limited ("PIHL").

(4) Prinicipal of PIHL and, together with Mr. Nicholas Leslau, the controlling
shareholders of PIHL. Includes 25,000,000 shares of Common Stock held directly
by PIHL.

(5) Principal of PIHL and, together with Mr. Nigel Wray, the controlling
shareholders of PIHL. Includes 25,000,000 shares of Common Stock held directly
by PIHL.

(6) Principal Shareholder of the Company. Includes 12,273,895 shares of Common
Stock held directly by Gardner Management, Inc. Profit Sharing Plan and Trust
and 6,752,712 shares of Common Stock issuable upon the exercise of a Convertible
Promissory Note held by the Trust.

                                       40


<PAGE>


(7) Principal Shareholder of the Company. Includes 1,071,429 shares held
directly by MCC and certain promissory notes held by MCC that are convertible
into 13,596,524 shares of Common Stock.

(8) Principal Shareholder of the Company. Includes 5,000,000 shares of Common
Stock held directly by Mr. Shell and 2,500,000 shares of Common Stock held by
Kelli Shell, the wife of Mr. Shell.



         (b) Related Stockholder Matters.

                   (1)      Equity Compensation Plan Information

<TABLE>
<CAPTION>

                                 Number of securities        Weighted-average         Number of securities remaining
                                  to be issued upon         exercise price of         available for future issuance
                                     exercise of           outstanding options,         under equity compensation
                                 outstanding options,      warrants and rights         plans (excluding securities
                                 warrants and rights                                     reflected in column (a))
<S>                              <C>                       <C>                        <C>

Equity compensation
plans approved by                     50,000,000                  $0.02                         27,745,000
security holders

Equity compensation
plans not approved by                 5,000,000                     $0                              0
security holders

                        Total         55,000,000                  $0.018                        27,745,000
</TABLE>



         (c) Possible Change of Control.

     To reduce the Company's  debts,  the Company may attempt to convert certain
of its  liabilities  into Common Stock during 2005 and 2006,  depending upon the
agreement of various creditors of the Company.  These liabilities are the result
of loans received by the Company,  accrued payroll expense for various employees
of the Company,  and operating  liabilities  incurred but unpaid during the past
five years.  Although the Company will  endeavor to obtain the highest  possible
conversion  price to such  liabilities,  the  collective  effect of converting a
substantial amount of this debt may result in a change of control of the Company
in favor of certain of the Company's larger creditors.


ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During 2004,  Kenneth I. Denos, the Chief Executive Officer of the Company,
made  various  loans to the  Company  in his  personal  capacity  and  through a
professional  corporation  controlled  by Mr.  Denos.  These loans,  aggregating
$121,500,  were made for working capital purposes, are due upon demand, and bear
interest at the rate of ten percent (10%) per annum until repaid.

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Documents Filed as a Part of this Report

                  (1)      Financial Statements

                  See "Item 7 - Financial Statements Required by Form 10-KSB."

                  (2)      Financial Statement Schedules

                                       41


<PAGE>


     The  following  Financial  Statement  Schedules  of  the  Company  and  its
     subsidiaries,  together with the report of Bouwhuis Morrill & Company, LLC,
     the Company's  independent  accountants,  thereon are filed as part of this
     Report on Form  10-KSB as listed  below and  should be read in  conjunction
     with the consolidated financial statements of the Company:

     Report of Bouwhuis  Morrill & Company,  LLC,  Independent  Accountants,  on
Financial Statement Schedules.

                  (3)      Exhibits

                  See "Index to Exhibits."

         (b)      Reports on Form 8-K

     No reports on Form 8-K were filed  during the quarter  ended  December  31,
2004.


ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES
         Fees Billed For Audit and Non-Audit Services

     The following table  represents the aggregate fees billed for  professional
audit services rendered to the Company by Bouwhuis,  Morrill & Company, LLC, our
current  independent  auditor,  ("BMC")  for the audit of the  Company's  annual
financial  statements  for the years ended  December 31, 2004 and 2003,  and all
fees billed for other services rendered by BMC during those periods.

<TABLE>
<CAPTION>

Year Ended December 31                                        2004                              2003
----------------------                                        ----                              ----
<S>                                                       <C>                              <C>

Audit Fees(1)                                                $12,090                             $0
Audit-Related Fees(2)                                           0                                 0
Tax Fees(3)                                                     0                                 0
All Other Fees(4)                                              2,365                              0
                                                            --------                        ---------

Total Accounting Fees and Services                           $14,455                           $00,000
</TABLE>


  (1) Audit Fees. These are fees for professional services for the audit of the
Company's annual financial statements, and for the review of the financial
statements included in the Company's filings on Form 10-QSB, and for services
that are normally provided in connection with statutory and regulatory filings
or engagements. The amounts shown for BMC in 2003 relate to (i) the audit of the
Company's annual financial statements for the fiscal year ended December 31,
2002, and (ii) the review of the financial statements included in the Company's
filings on Form 10-QSB for the first, second and third quarters of 2003. The
amounts shown for BMC in 2004 relate to (i) the audit of the Company's annual
financial statements for the fiscal year ended December 31, 2003, and (ii) the
review of the financial statements included in the Company's filings on Form
10-QSB for the first, second and third quarters of 2004.

  (2) Audit-Related Fees. These are fees for the assurance and related services
reasonably related to the performance of the audit or the review of the
Company's financial statements.

  (3) Tax Fees. These are fees for professional services with respect to tax
compliance, tax advice, and tax planning.

  (4) All Other Fees. These are fees for permissible work that does not fall
within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or
Tax Fees.



INDEX TO EXHIBITS

                                       42


<PAGE>


<TABLE>
<CAPTION>

         Exhibit
         Number                                              Title of Document
<S>      <C>               <C>

           3.1             Certificate of Incorporation of SportsNuts, Inc., a Delaware corporation. (1)

           3.2             Bylaws of SportsNuts, Inc., a Delaware corporation. (1)

          10.1             Convertible Promissory Note and Security Agreement among Gardner Management, Inc.
                           Profit Sharing Plan and Trust, SportsNuts.com, Inc., Sportzz.com, Inc., and the
                           Company, including amendments, dated February 1, 2000.(3)

          10.2             SportsNuts, Inc. 2000 Stock Option Plan.(4)

          21.1             Subsidiaries of the Registrant (5)
                           Certification by Chief Executive Officer and Chief Financial Officer, Kenneth I.
          99.1             Denos, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
                           Certification by Chief Executive Officer and Chief Financial Officer, Kenneth I.
          99.2             Denos, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>


(1) Filed as an Exhibit to the Company's quarterly report on Form 10-QSB, filed
with the Commission on August 14, 2001.

(2) Filed as an Exhibit to the Company's quarterly report on Form 10-QSB, filed
with the Commission on August 14, 2001.

(3) Filed as an Exhibit to the Company's annual report on Form 10-KSB, filed
with the Commission on March 30, 2000.

(4) Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB, filed
with the Commission on May 11, 2001.

(5) Filed as an Exhibit to the Company's quarterly report on Form 10-QSB, filed
with the Commission on March 17, 2004.












                                       43


<PAGE>


                                   SIGNATURES

     In  accordance  with Section 13 or 15(d) of the  Exchange  Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                           SPORTSNUTS, INC.


Dated: March 25, 2005                 By:    /s/ Kenneth Denos
                                      -------------------------
                                                 Kenneth Denos
                                                 Chief Executive Officer
                                                 and Chief Financial Officer